UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

**FORM 10-QSB**

**QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE PERIOD ENDED June 30, 2002**

Commission File number 0-30685

CARMINA TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Utah								870305395

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

810, 540 5th Avenue SW, Calgary, Alberta, Canada

(Address of principal executive officers)T2P-0M2

(Zip Code)

(403) 269-5369

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for  such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No

ISSUER HAS NOT BEEN INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS



ISSUER IS A CORPORATION

Common stock, No par value - 21,917,300 shares issued and outstanding as of July 31, 2002.

Index

**Carmina Technologies Inc. and Subsidiaries**

****Part I. Financial Information

Item 1.  Interim financial statements

Item 2.  Management's Plan of Operations



Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

Signatures

**Part I. Financial Information**

****Item 1. ­ Interim Financial Statements

The following consolidated interim financial statements for the three months and six months ended June 30, 2002 are filed as part of this
report:

-Consolidated balance sheets ­ June 30, 2002 (unaudited) & December 31, 2001

-Consolidated interim statements of operations (unaudited) ­ three & six months ended June 30, 2002/2001

­ from inception on May 7, 1999 through June 30, 2002

-Consolidated interim statements of comprehensive loss (unaudited) ­three & six months ended June 30, 2002/2001

­ from inception on May 7, 1999 through June 30, 2002	-Consolidated interim statement of stockholders' equity (deficit)  (unaudited) ­ from inception on May 7, 1999
                                                                                                                                through June 30, 2002

-Consolidated interim statements of cash flows (unaudited) ­ six months ended June 30, 2002/ 2001

­ from inception on May 7, 1999 through June 30, 2002

-Notes to consolidated interim financial statements (unaudited) ­ June 30, 2002



Item 2. ­ Management's Plan of Operation

During the second quarter of 2002 the Company continued building the business of Assured Performance Monitoring Inc. (APM)
which is now a wholly owned subsidiary, and evaluating potential takeover opportunities of businesses which, if combined with ours,
would offer economies of scale and meet our objective of expanding into other applications in the service performance monitoring
sector.   These applications, integrating traditional and ASP aspects, will be primarily oriented towards field services for which it is
critical to monitor and confirm execution (for financial, liability or regulatory reasons).  Currently, a number of potential customers are
evaluating pilot installations custom designed for their specific requirements.

Subsequent to the end of the reporting period the Company reached a settlement with the former owners of Libaric Inspection
Technologies Inc., relieving Libaric from fulfilling some of its undertakings pursuant to the terms of the September 2001 agreement
setting up APM.  Under the settlement the former owners will not be issued the 600,000 shares in APM called for in the September
2001 agreement and instead will be issued 20,000 Carmina shares.  APM will remain a wholly owned subsidiary of the Company.  The
Company has agreed to issue 100,000 shares to Barrie Richardson as a signing bonus to induce him to renew his contract as Vice-
President of APM and to issue a further 100,000 shares to him upon APM achieving a gross profit over a three month period.  APM is
expected to generate revenues of US $70,000 during the second half of 2002.

During the next twelve months the Company plans to complete development of its GC2000 server appliances designed for specific
applications and to build the business of APM.  Management shareholders who control options and warrants of the Company have
made oral representations that they will exercise sufficient warrants and options to provide cash required for these projects estimated at
$100,000.  No purchase of plant or significant equipment nor changes in the number of employees is anticipated in the next twelve
months.

**Part II. Other Information**

Item 6. ­ Exhibits and Reports on form 8-K

(a)	 Exhibits 99 - Certifications

(b)	Form 8-K - n/a

Carmina Technologies Inc. 10-QSB (June 30, 2002)

In accordance with requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

**Signatures**

Carmina Technologies, Inc. (Registrant)

Dated: August 16, 2002 By /s/ John M. Alston, President	By /s/ Glen R. Alston, Chief Financial Officer****

**Part I**

**Item I**

**CARMINA TECHNOLOGIES, INC.**

**AND SUBSIDIARIES**

**(A Development Stage Company)**

**CONSOLIDATED INTERIM FINANCIAL STATEMENTS**

**June 30, 2002**



**C O N T E N T S**

Consolidated Balance Sheets 	 3

Consolidated Interim Statements of Operations	 4

Consolidated Interim Statements of Comprehensive Loss	 5

Consolidated Interim Statements of Stockholders' Equity (Deficit)	 6

Consolidated Interim Statements of Cash Flows	 7

Notes to the Consolidated Interim Financial Statements	 8 - 13


+



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Balance Sheets

|                                                                                                 |   | June 30, 2002(unaudited) |   | December 31,
2001
|------------------------------------------------------------------------------------------------ | - | ------------------------ | - | -----------------
|CURRENT ASSETS                                                                                   |   |                          |   |                  
|Cash                                                                                             | $ | 4,274                    | $ | 16,326           
|Prepaid expenses                                                                                 |   | 3,362                    |   | 40               
|Accounts receivable                                                                              |   | 44                       |   | 44               
|Tax refund receivable                                                                            |   | 8,336                    |   | 14,649           
|                                                                                                 |   |                          |   |                  
|Total Current Assets                                                                             |   | 16,016                   |   | 31,059           
|                                                                                                 |   |                          |   |                  
|OTHER ASSETS                                                                                     |   |                          |   |                  
|Inventory (Note 1 (d))                                                                           |   | 10,661                   |   | 10,661           
|Marketable securities (Note 1 (a))                                                               |   | 11,814                   |   | 60,802           
|Advances (Note 1 (c))                                                                            |   | --                       |   | 213,461          
|                                                                                                 |   |                          |   |                  
|Total Other Assets                                                                               |   | 22,475                   |   | 284,924          
|                                                                                                 |   |                          |   |                  
|PROPERTY AND EQUIPMENT                                                                           |   | 38,822                   |   | 27,768           
|                                                                                                 |   |                          |   |                  
|TOTAL ASSETS                                                                                     | $ | 77,313                   | $ | 343,751          
|                                                                                                 |   |                          |   |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                  
|                                                                                                 |   |                          |   |                  
|CURRENT LIABILITIES                                                                              |   |                          |   |                  
|                                                                                                 |   |                          |   |                  
|Accounts payable                                                                                 | $ | 52,096                   | $ | 68,741           
|Due to related party (Note 1 (b))                                                                |   | 683,049                  |   | 462,415          
|Accrued expenses                                                                                 |   | 7,776                    |   | 7,523            
|                                                                                                 |   |                          |   |                  
|Total Current Liabilities                                                                        |   | 742,921                  |   | 538,679          
|                                                                                                 |   |                          |   |                  
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                   |   |                          |   |                  
|                                                                                                 |   |                          |   |                  
|Common stock: 40,000,000 shares authorized no par value,21,917,300 shares issued and outstanding |   | 2,344,282                |   | 2,250,982        
|Cumulative translation adjustment                                                                |   | (42,536)                 |   | (12,881)         
|Deficit accumulated during the development stage                                                 |   | (2,967,354)              |   | (2,433,029)      
|                                                                                                 |   |                          |   |                  
|Total Stockholders' Equity (Deficit)                                                             |   | (665,608)                |   | (194,928)        
|                                                                                                 |   |                          |   |                  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                             | $ | 77,313                   | $ | 343,751          



*See accompanying summary of accounting policies and notes to the consolidated financial statements*

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Operations

(Unaudited)

|                                      |      | For the Three Months
Ended June 30, |      | For the Six Months EndedJune 30, |   | From
Inception on
May 7, 99
through June
30, 2002
|------------------------------------- | ---- | ----------------------------------- | ---- | -------------------------------- | - | -------------------------------------------------
|2002                                  | 2001 | 2002                                | 2001
|REVENUES                              | $    | --                                  | $    | --                               | $ | --                                               
|                                      |      |                                     |      |                                  |   |                                                  
|COST OF GOODS SOLD                    |      | ­                                   |      | ­                                |   | ­                                                
|                                      |      |                                     |      |                                  |   |                                                  
|GROSS PROFIT                          |      | ­                                   |      | ­                                |   | ­                                                
|                                      |      |                                     |      |                                  |   |                                                  
|EXPENSES                              |      |                                     |      |                                  |   |                                                  
|                                      |      |                                     |      |                                  |   |                                                  
|General and administrative            |      | 110,291                             |      | 61,201                           |   | 159,863                                          
|Depreciation expense                  |      | 743                                 |      | 92                               |   | 1,455                                            
|Research and development              |      | (8)                                 |      | 31,896                           |   | 321                                              
|Consulting fees                       |      | 10,085                              |      | 9,796                            |   | 27,251                                           
|Management fees (Note 4)              |      | 40,000                              |      | 40,000                           |   | 80,000                                           
|                                      |      |                                     |      |                                  |   |                                                  
|Total Expenses                        |      | 161,111                             |      | 142,985                          |   | 268,890                                          
|                                      |      |                                     |      |                                  |   |                                                  
|LOSS FROM OPERATIONS                  |      | (161,111)                           |      | (142,985)                        |   | (268,890)                                        
|                                      |      |                                     |      |                                  |   |                                                  
|OTHER INCOME (EXPENSE)                |      |                                     |      |                                  |   |                                                  
|                                      |      |                                     |      |                                  |   |                                                  
|(Loss) on investment in affiliate     |      | ­                                   |      | ­                                |   | ­                                                
|(Loss) on sale of investments         |      | ­                                   |      | ­                                |   | ­                                                
|Gain on sale of investments           |      | ­                                   |      | ­                                |   | ­                                                
|Unrealized gain (loss) on investments |      | (24,738)                            |      | 29,250                           |   | (49,394)                                         
|Writedown of advances (Note 1c)       |      | (213,461)                           |      | ­                                |   | (213,461)                                        
|Interest income                       |      | 20                                  |      | 3                                |   | 20                                               
|Interest expense                      |      | (40)                                |      | (151)                            |   | (2,600)                                          
|                                      |      |                                     |      |                                  |   |                                                  
|Total Other Income (Expense)          |      | (238,219)                           |      | 29,102                           |   | (265,435)                                        
|                                      |      |                                     |      |                                  |   |                                                  
|NET LOSS                              | $    | (399,330)                           | $    | (113,883)                        |   | (534,325)                                        
|                                      |      |                                     |      |                                  |   |                                                  
|BASIC AND DILUTED LOSS PERSHARE       | $    | (0.018)                             | $    | (0.005)                          | $ | (0.024)                                          
|WEIGHTED AVERAGE NUMBER               |      |                                     |      |                                  |   |                                                  
|OF SHARES OUTSTANDING                 |      | 21,917,300                          |      | 21,502,300                       |   | 21,917,300                                       



*See accompanying summary of accounting policies and notes to the consolidated financial statements*****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Comprehensive Loss

(Unaudited)

|                                  |      | For the Three Months
Ended June 30, |      | For the Six Months Ended
June 30, |   | From
Inception on
May 7, 1999
through
June  30,
2002
|--------------------------------- | ---- | ----------------------------------- | ---- | --------------------------------- | - | ----------------------------------------------------
|2002                              | 2001 | 2002                                | 2001
|NET LOSS                          | $    | (399,330)                           | $    | (113,883)                         | $ | (534,325)                                           
|                                  |      |                                     |      |                                   |   |                                                     
|OTHER COMPREHENSIVE LOSS          |      |                                     |      |                                   |   |                                                     
|Cumulative translation adjustment |      | (30,047)                            |      | (2,718)                           |   | (29,655)                                            
|                                  |      |                                     |      |                                   |   |                                                     
|COMPREHENSIVE LOSS                | $    | (429,377)                           | $    | (116,601)                         | $ | (563,980)                                           



*See accompanying summary of accounting policies and notes to the consolidated financial statements*****

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Stockholders' Equity (Deficit)

(Unaudited)

|                                                                                            | Common StockShares             Amount |   | Deficit
Accumulated
During the
Development
Stage |   | Cumulative
Translation
Adjustment
|------------------------------------------------------------------------------------------- | ------------------------------------- | - | ------------------------------------------------ | - | ---------------------------------
|Balance, Inception on May 7, 1999                                                           | ­                                     | $ | ­                                                | $ | ­                                
|Initial subscription for cash at $0.003 on July 15, 1999                                    | 4,000,000                             |   | 15,165                                           |   | ­                                
|Value attributed to $0.003 shares                                                           | ­                                     |   | 136,483                                          |   | ­                                
|Subscription for services at $0.03 on July 15, 1999                                         | 53,000,000                            |   | 161,758                                          |   | ­                                
|Services contributed by officers of the Company                                             | ­                                     |   | 94,000                                           |   | ­                                
|Net loss from inception on May 7, 1999 through Dec. 31, 1999                                | ­                                     |   | ­                                                |   | (413,230)                        
|Balance, December 31, 1999                                                                  | 9,300,000                             | $ | 407,406                                          | $ | (413,230)                        
|Subscriptions for cash at $0.03 per share on Feb. 8, 2000                                   | 1,279,221                             |   | 42,635                                           |   | --                               
|Subscriptions for marketable securities at $0.03 per share on
Feb. 8, 2000                  | 1,420,779                             |   | 47,353                                           |   | --                               
|Issued on exercise of warrants for marketable securities at
$0.07 per share on Feb. 8, 2000 | 4,000,000                             |   | 284,595                                          |   | ­                                
|Balance, February 8, 2000                                                                   | 16,000,000                            | $ | 781,989                                          | $ | (413,230)                        
|Common stock issued in recapitalization                                                     | 4,502,300                             |   | 3,243                                            |   | --                               
|Common stock issued at Dec. 31, 2000 for $0.625 per share                                   | 1,000,000                             |   | 625,000                                          |   | --                               
|Compensation expense on options issued to consultants and
employees                         | --                                    |   | 147,000                                          |   | --                               
|Services contributed by officers of the Company                                             | ­                                     |   | 160,000                                          |   | --                               
|Cumulative translation adjustment                                                           | ­                                     |   | ­                                                |   | ­                                
|Net loss for the year ended December 31, 2000                                               | --                                    |   | --                                               |   | (725,004)                        
|Balance, December 31, 2000                                                                  | 21,502,300                            |   | 1,717,232                                        |   | (1,138,234)                      
|Options exercised for settlement of debt                                                    | 365,000                               |   | 36,500                                           |   | ­                                
|Common stock issued to consultant for services to the Company                               | 50,000                                |   | 31,250                                           |   | ­                                
|Compensation expense on options issued to consultants and
employees                         | ­                                     |   | 306,000                                          |   | ­                                
|Services contributed by officers of the Company                                             | ­                                     |   | 160,000                                          |   | ­                                
|Cumulative translation adjustment                                                           | ­                                     |   | ­                                                |   | ­                                
|Net loss for the year ended December 31, 2001                                               | ­                                     |   | ­                                                |   | (1,294,795)                      
|Balance, December 31, 2001                                                                  | 21,917,300                            |   | 2,250,982                                        |   | (2,433,029)                      
|Compensation expense on options issued to consultants and
employees (Note 3 (b))            | ­                                     |   | 13,300                                           |   | ­                                
|Services contributed by officers of the Company (Note 5)                                    | ­                                     |   | 80,000                                           |   | ­                                
|Cumulative translation adjustment                                                           | ­                                     |   | ­                                                |   | ­                                
|Net loss for the six months ended June 30, 2002                                             | ­                                     |   | ­                                                |   | (534,325)                        
|Balance, June 30, 2002                                                                      | 21,917,300                            |   | 2,344,282                                        |   | (2,967,354)                      



*See accompanying summary of accounting policies and notes to the consolidated financial statements*

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Consolidated Interim Statements of Cash Flows

(Unaudited)

|                                                                            |      | For the Six Months EndedJune 30, |   | From
Inception onMay 7, 1999
throughJune 30, 2002
|--------------------------------------------------------------------------- | ---- | -------------------------------- | - | -------------------------------------------------
|2002                                                                        | 2001
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |      |                                  |   |                                                  
|Net loss                                                                    | $    | (534,325)                        | $ | (765,619)                                        
|Adjustments to reconcile net loss to net cash used by operating activities:
|Depreciation                                                                |      | 1,455                            |   | 92                                               
|Stock issued for services                                                   |      | ­                                |   | ­                                                
|Services contributed by officers (Note 4)                                   |      | 80,000                           |   | 80,000                                           
|Loss on sale of investments                                                 |      | ­                                |   | ­                                                
|Unrealized (gain) loss on securities                                        |      | 49,394                           |   | 488,419                                          
|Decrease in value of equity investment                                      |      | ­                                |   | ­                                                
|Compensation expense through issuance of options (Note 3                    |      | 13,300                           |   | 70,000                                           
|Compensation expense through issuance of shares                             |      | ­                                |   | ­                                                
|Sale of marketable securities                                               |      | ­                                |   | ­                                                
|Changes in operating assets and liabilities:                                |      |                                  |   |                                                  
|(Increase) decrease in receivables                                          |      | 6,313                            |   | 1,213                                            
|(Increase) decrease in prepaid expenses                                     |      | (3,322)                          |   | ­                                                
|Increase (decrease) in accounts payable & accrued expenses                  |      | (16,392)                         |   | 44,104                                           
|Increase (decrease) in inventory                                            |      | ­                                |   | ­                                                
|                                                                            |      |                                  |   |                                                  
|Net Cash (Used) by Operating Activities                                     |      | (403,577)                        |   | (81,791)                                         
|                                                                            |      |                                  |   |                                                  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |      |                                  |   |                                                  
|Due from related party (Note 1 (b))                                         |      | ­                                |   | 16,257                                           
|Advances (Note 1 (c))                                                       |      | ­                                |   | (173,798)                                        
|Writedown of advances (Note 1 (c))                                          |      | 213,461                          |   |                                                  
|Purchase of property and equipment                                          |      | (12,509)                         |   | ­                                                
|Purchase of long-term investment                                            |      | ­                                |   | ­                                                
|Recapitalization                                                            |      | ­                                |   | ­                                                
|                                                                            |      |                                  |   |                                                  
|Net Cash Provided (Used) by Investing Activities                            |      | 200,952                          |   | (157,541)                                        
|                                                                            |      |                                  |   |                                                  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |      |                                  |   |                                                  
|Due to related party (Note 1 (b))                                           |      | 190,573                          |   | 239,348                                          
|Issuance of common stock for cash                                           |      | ­                                |   | ­                                                
|                                                                            |      |                                  |   |                                                  
|Net Cash Provided by Financing Activities                                   |      | 190,573                          |   | 239,348                                          
|                                                                            |      |                                  |   |                                                  
|NET INCREASE (DECREASE) IN CASH                                             | $    | (12,052)                         | $ | 16                                               
|                                                                            |      |                                  |   |                                                  
|CASH AT BEGINNING OF PERIOD                                                 |      | 16,326                           |   | 2,796                                            
|                                                                            |      |                                  |   |                                                  
|CASH AT END OF PERIOD                                                       | $    | 4,274                            | $ | 2,812                                            
|                                                                            |      |                                  |   |                                                  



*See accompanying summary of accounting policies and notes to the consolidated financial statements*

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2002 (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The consolidated interim financial statements included herein have been prepared by the Company, without
audit, in accordance with accounting principles generally accepted in the United States and pursuant to the
rules and regulations of the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of
management, are necessary for fair presentation of the information contained therein.  It is suggested that
these consolidated interim financial statements be read in conjunction with the financial statements of Carmina
Technologies, Inc (a development stage company) and its wholly-owned subsidiaries Carmina Canada, Inc.
and Assured Performance Monitoring Inc. for the year ended December 31, 2001 and notes thereto included
in the Company's Annual report on Form 10-KSB. The Company follows the same accounting principles in
preparation of interim reports.

Results of operations for the interim periods may not be indicative of annual results.

a.)  Marketable Securities

The Company held 362,500 shares of Qnetix, Inc.'s common stock as trading securities at June 30, 2002.  The
fair value of the Company's marketable securities is estimated based on quoted market prices for those
investments.  The fair value of Qnetix, Inc. marketable securities at June 30, 2002 was $9,564.

The Company also held 225,000 common shares of Power Interactive Media Inc. (formerly Power Kiosk, Inc.)
as trading securities at June 30, 2002. The fair value of Power Interactive Media Inc. marketable securities at
June 30, 2002 was $2,250.

Because the Company's marketable securities are classified as trading and reported at fair value, there is no
need to evaluate the securities for impairment

b.)  Due from (to) Related Party

Amounts are due from (to) a party related by virtue of being the controlling shareholder of the Company.
These amounts are unsecured, non-interest bearing with no terms of repayment.

c.)  Advances

Advances were to an unrelated company in the Internet travel business for which shares of the unrelated
company were to be issued for consideration. Company has advanced no funds since August of 2001.  In light
of the lack of progress the unrelated company has experienced in developing its business management has
decided to write this advance off.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2002 (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.)  Inventory

Inventory is carried at the lower of cost and net realizable value.  Inventories are license fees carried per unit
for 3rd party database engines embedded into the Company's product. By it's nature, the inventory has no raw
material or work-in-progress components.

e.)  Basic and Diluted Loss Per Share

The computation of basic and diluted loss per share of common stock is based on the weighted average
number of shares outstanding during the period of the consolidated financial statements.  Common stock
equivalents, consisting of 1,000,000 warrants (2001 -1,000,000) and 1,775,000 (2001 - 1,775,000) options,
have not been included in the calculation as their effect is anti-dilutive for the periods presented.

f.)  Recent Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board finalized FASB Statements No. 141, *Business
Combinations* (SFAS 141)*,* and No. 142, *Goodwill and Other Intangible Assets* (SFAS 142)*.*SFAS 141 requires
the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of
accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired intangible assets meet certain criteria.
SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption of SFAS 142, that the Company
reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141.

SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill
for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing
recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An
intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance
in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all
goodwill and other intangible assets recognized at that date, regardless of when those assets were initially
recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months
from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS 142.  The Company has adopted the new policies
effective January 1, 2002; the adoption of the new policies did not materially impact its financial statements.

In August 2001, the Financial Accounting Standards Board finalized FAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. FAS 144 addresses accounting and reporting for the impairment or disposal
of long-lived assets, including the disposal of a segment of business. FAS 144 is effective for fiscal years
beginning after December 15, 2001, with earlier application encouraged. The Company has adopted the new
policy, which does not materially impact its financial statements.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2002 (Unaudited)

NOTE 2 - GOING CONCERN

The Company's consolidated interim financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business.  However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient to cover its operating costs and
to allow it to continue as a going concern.  It is the intent of the Company to continue in the development of its
Linux based GateCommander server appliance, GateCommander Scout and its Smart-Home technology and
to attempt marketing them.  Additionally, the Company intends to market support services for these products
and to act as a reseller for other products which it feels are complementary to the Company's goals.
Management's plans to continue as a going concern include (1) raising additional capital through sales of
common stock, (which management shareholders who control options and warrants of the Company have
made oral representations that they will exercise sufficient warrants and options to provide cash required), the
proceeds of which would be used to develop and market the existing software and related rights and (2) the
use of stock options to pay for employee compensation and marketing services.  However, management
cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually secure other sources of financing
and attain profitable operations.  The accompanying interim financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 - WARRANTS AND OPTIONS

a.)  Warrants

Each warrant outstanding is exercisable for one common share, at an exercise price of $1 per warrant until

December 31, 2002.  A summary of the status of the Company's warrants as of December 31, 2001 and
changes during the six months ending June 30, 2002 are presented below:

|                                                                   |  | Warrants  |  | Weighted Average
Exercise Price
|------------------------------------------------------------------ |  | --------- |  | -------------------------------
|Outstanding and exercisable at December 31, 2001 and
June 30, 2002 |  | 1,000,000 |  | $ 1.00                         



The warrants outstanding at period end were issued to a party related by virtue of being a shareholder in
conjunction with the 1,000,000 common shares issued on May 11, 2001, pursuant to an agreement effective
December 31, 2000.  The warrants that are vested at June 30, 2002 are summarized as follows:

|               | Outstanding                        | Weighted
Average
Remaining
Contractual
Life | Exercisable                       
|-------------- | ---------------------------------- | ------------------------------------------- | ----------------------------------
|Exercise Price | Number
Outstanding atJune 30, 2002 | Weighted
Average
Exercise                   | Number
Exercisable atJune 30, 2002
|Range - $1.00  | 1,000,000                          | $1.00                                       | 0.5 years                         
|               | 1,000,000                          | $1.00                                       |                                   



**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2002 (Unaudited)

NOTE 3 - WARRANTS AND OPTIONS (Continued)

b.)  Options

Employees, Directors, and Officers

The Company applies Accounting Principles Board ("APB") Option 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for all stock option plans.  Under APB Option 25,
compensation cost is recognized for stock options granted to employees when the option price is less than the
market price of the underlying common stock on the date of grant.

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the company to
provide proforma information regarding net income and net income per share as if compensation costs for the
Company's stock option plans and other stock awards had been determined in accordance with the fair value
based method prescribed in SFAS No. 123.

A summary of the status of the Company's options issued to employees, directors and officers as of December
31, 2001 and changes during the six months ending June 30, 2002 are presented below:

|                               | Options   |   | Weighted
Average
Exercise
Price
|------------------------------ | --------- | - | -------------------------------
|Outstanding, December 31, 2001 | 1,000,000 | $ | 0.26                           
|Granted                        | --        |   | --                             
|Expired/Cancelled              | ­         |   | ­                              
|Exercised                      | --        |   | --                             
|Outstanding, June 30, 2002     | 1,000,000 |   | 0.26                           
|Exercisable, June 30, 2002     | 590,000   | $ | 0.24                           



****The options to employees, directors and officers that are vested at June 30, 2002 are summarized as follows:

|                     | Outstanding                        | Weighted
Average
Remaining
Contractual
Life | Exercisable                       
|-------------------- | ---------------------------------- | ------------------------------------------- | ----------------------------------
|Exercise Price
Range | Number
Outstanding atJune 30, 2002 | Weighted
Average
Exercise Price             | Number
Exercisable atJune 30, 2002
|Range - $0.10        | 600,000                            | $0.10                                       | 5.47 years                        
|Range - $0.50        | 400,000                            | $0.50                                       | 3.75 years                        
|                     | 1,000,000                          | $0.26                                       |                                   



****Compensation expense of $8,300 (2001 ­ $nil) has been recorded for options issued to employees, directors
and officers.  The Company estimates the expense for each stock award at the grant date using the intrinsic
value.  The compensation expense is calculated on the 400,000 options granted in 2001 with an exercise price
of $0.50, using the quoted market price for these options at the date of grant as $0.625.  The expense is
recognized over the vesting term of the options**.**

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2002 (Unaudited)

NOTE 3 -  WARRANTS AND OPTIONS (Continued)

b.)  Options (continued)

Consultants

FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), requires the Company
to record  compensation costs for the Company's stock option plans and other stock awards to consultants
determined in accordance with the fair value based method prescribed in SFAS No. 123.

A summary of the status of the Company's options issued to consultants as of December 31, 2001 and
changes during the six months ending June 30, 2002 are presented below:

|                                 | Options |   | Weighted
Average
Exercise
Price
|-------------------------------- | ------- | - | -------------------------------
|Outstanding at December 31, 2001 | 775,000 | $ | 0.23                           
|Granted                          | ­       |   | ­                              
|Expired/Cancelled                | ­       |   | ­                              
|Exercised                        | ­       |   | ­                              
|Outstanding at June 30, 2002     | 775,000 | $ | 0.23                           
|Exercisable, June 30, 2002       | 525,000 | $ | 0.22                           



The options to consultants that are vested at June 30, 2002 are summarized as follows:

|               | Outstanding                        | Weighted
Average
Remaining
Contractual
Life | Exercisable                    
|-------------- | ---------------------------------- | ------------------------------------------- | -------------------------------
|Exercise Price | Number
Outstanding atJune 30, 2002 |                                             | Weighted
Average
Exercise Price
|Range - $0.10  | 525,000                            | $                                           | 0.10                           
|Range - $0.50  | 250,000                            |                                             | 0.50                           
|               | 775,000                            | $                                           | 0.23                           



During the period, no (2001 - no) options were granted to consultants.  Compensation expense of $5,000
(2001 -$70,000) has been recorded for options issued to consultants based on the value attributable to these
options as described above.

**CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES**

(A Development Stage Company)

Notes to the Consolidated Interim Financial Statements

June 30, 2002 (Unaudited)

NOTE 4 - MANAGEMENT FEES

The Company has four officers which contribute about one half of their time to the Company.  The value of their
services is estimated at $40,000 per year for each officer.  For the six months ended June 30, 2002 the Company
has expensed $80,000 as management fees and shown the amount as services contributed to the Company on
the Consolidated Statement of Stockholders' Equity.

NOTE 5 - SUBSEQUENT EVENTS

Subsequent to the end of the reporting period the Company,

a.)  reached a settlement with the owners of Libaric Inspection Technologies Inc., relieving Libaric from fulfilling
some of its undertakings pursuant to the terms of the September 2001 agreement.  Under the settlement the
owners of Libaric will not be issued shares in APM which will remain a wholly owned subsidiary of the Company.
Carmina has agreed to issue 20,000 common shares to the owners of Libaric.  The shares shall be expensed at
fair market value when issued; and

b.) agreed to issue 100,000 common shares of the Company to Barrie Richardson as a signing bonus on renewal
of his contract as Vice-President of APM and 100,000 shares upon APM achieving a gross profit over a 3 month
period.  The shares shall be expensed at fair market value when issued.

NOTE 6 ­ STATEMENT OF CASH FLOWS

|                                                                           |      | For the Three
Months Ended June
30, |        | For the Six Months
Ended June 30, |        | From
Inception onMay 7, 1999
through
June 30,
2002
|-------------------------------------------------------------------------- | ---- | ----------------------------------- | ------ | --------------------------------- | ------ | --------------------------------------------------
|2002                                                                       | 2001 | 2002                                | 2001  
|CASH PAID FOR:                                                             |      |                                     |        |                                   |        |                                                   
|Interest                                                                   | $    | --                                  | --     | $                                 | --     | --                                                
|Income taxes                                                               | $    | --                                  | --     | $                                 | --     | --                                                
|                                                                           |      |                                     |        |                                   |        |                                                   
|NON-CASH INVESTING ACTIVITIES:                                             |      |                                     |        |                                   |        |                                                   
|Common stock issued for investment                                         | $    | --                                  | --     | $                                 | --     | --                                                
|Exchange of receivables for securities                                     |      | --                                  | --     |                                   | --     | --                                                
|                                                                           |      |                                     |        |                                   |        |                                                   
|NON-CASH FINANCING ACTIVITIES:                                             |      |                                     |        |                                   |        |                                                   
|Common stock issued through exerciseof options, related party assumed debt | $    | --                                  | --     | $                                 | ­      | ­                                                 
|Common stock issued for note                                               | $    | --                                  | --     | $                                 | --     | --                                                
|Common stock issued for services                                           | $    | --                                  | --     | $                                 | --     | --                                                
|Services contributed by officers of theCompany                             | $    | 40,000                              | 40,000 | $                                 | 80,000 | 80,000                                            

**Part II**

****

**Exhibit 99.1**

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

In connection with the Quarterly Report of Carmina Technologies Inc. (the "Company") on Form 10-Q for the period
ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
John M. Alston, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

(2) The information contained in the Report for the quarter ended June 30, 2002 fairly presents, in all material
respects, the financial condition and results of operations of the Company in accordance with such requirements.

/s/ John M. Alston

John M. Alston

President and Chief Executive Officer

August 16, 2002

**Exhibit 99.2**

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

In connection with the Quarterly Report of Carmina Technologies Inc. (the "Company") on Form 10-Q for the period
ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,
Glen R. Alston, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

(2) The information contained in the Report for the quarter ended June 30, 2002 fairly presents, in all material
respects, the financial condition and results of operations of the Company in accordance with such requirements.

/s/ Glen R. Alston

Glen R. Alston

Chief Financial Officer

August 16, 2002 ****